Specific performance requires continuous readiness and willingness; separate re-transfer terms do not create a mortgage by conditional sale.

A transaction is not a mortgage by conditional sale unless the condition for re-transfer is embodied in the sale document itself under Section 58(c) of the Transfer of Property Act; where two documents are executed separately, it is treated as a sale with a condition of repurchase. For specific performance, Section 16(c) of the Specific Relief Act requires strict proof of continuous and unconditional readiness and willingness from the contract date until hearing. Inconsistent pleadings, conditional offers, and failure to show ability to arrange funds defeat that requirement, and specific performance cannot be granted.

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Issues: (i) whether the transaction was a mortgage by conditional sale or a sale with a condition of repurchase; and (ii) whether the plaintiffs proved continuous readiness and willingness to perform their part of the contract so as to obtain specific performance.

Issue (i): whether the transaction was a mortgage by conditional sale or a sale with a condition of repurchase.

Analysis: Two documents were executed on the same day and the condition for re-transfer was not embodied in the document effecting the sale. On the express language of Section 58(c) of the Transfer of Property Act, a transaction of this nature cannot be treated as a mortgage by conditional sale. A mortgage presupposes subsistence of debt and a right of redemption, whereas a sale with a condition of repurchase creates only a contractual right to reconvey on the agreed terms.

Conclusion: The transaction was not a mortgage by conditional sale; it was a sale with a condition of repurchase.

Issue (ii): whether the plaintiffs proved continuous readiness and willingness to perform their part of the contract so as to obtain specific performance.

Analysis: Section 16(c) of the Specific Relief Act requires not only an averment but also proof of continuous readiness and willingness from the date of the contract until the hearing. The plaintiffs' pleadings and conduct showed inconsistent stands: they asserted discharge of debt, sought treatment of the transaction as a mortgage, asked for accounting, and made only a conditional offer to pay the reconveyance amount. The evidence also did not show that they were in a position to arrange the money or that they had unconditionally kept themselves ready to perform the contract. In a suit for specific performance, such inconsistent and conditional pleas do not satisfy the statutory requirement.

Conclusion: The plaintiffs failed to prove readiness and willingness and were not entitled to specific performance.

Final Conclusion: The decree of the High Court was unsustainable and the suit for specific performance could not be decreed.

Ratio Decidendi: A plaintiff seeking specific performance must strictly prove continuous and unconditional readiness and willingness under Section 16(c) of the Specific Relief Act, and a transaction cannot be treated as a mortgage by conditional sale unless the condition for re-transfer is embodied in the sale document within Section 58(c) of the Transfer of Property Act.

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